Common use of Conditions to Completion of the Merger Clause in Contracts

Conditions to Completion of the Merger. ONEOK and ONEOK Partners may not complete the merger unless each of the following conditions is satisfied or waived: • the merger agreement must have been approved by the affirmative vote or consent of holders of a majority of the outstanding ONEOK Partners common units and Class B units, voting together as a single class, at the ONEOK Partners special meeting (the “ONEOK Partners unitholder approval”); • the ONEOK stock issuance must have been approved by the affirmative vote of holders of a majority of the shares of ONEOK common stock voted at the ONEOK special meeting (the “ONEOK shareholder approval”); • no law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any governmental authority (each a “restraint”) is in effect enjoining, restraining, preventing or prohibiting the completion of the transactions contemplated by the merger agreement or making the completion of the transactions contemplated by the merger agreement illegal; • the registration statement of which this joint proxy statement/prospectus forms a part must have been declared effective under the Securities Act and no stop order suspending the effectiveness of the registration statement will have been issued and no proceedings for that purpose will have been initiated or threatened by the SEC; • the ONEOK common stock deliverable to the ONEOK Partners common unitholders as contemplated by the merger agreement must have been approved for listing on the NYSE, subject to official notice of issuance; and • ONEOK has received an opinion of counsel to the effect that the merger should not be treated as a transaction governed by Section 351(a) of the Internal Revenue Code of 1986, as amended (the “Code”). The obligations of ONEOK and Merger Sub to effect the merger are subject to the satisfaction or waiver of the following additional conditions: • the representations and warranties in the merger agreement of ONEOK Partners and ONEOK Partners GP being true and correct as of January 31, 2017 and as of the closing date of the merger, subject to certain standards, including materiality and material adverse effect qualifications, as described “The Merger Agreement—Conditions to Completion of the Merger”; • ONEOK Partners and ONEOK Partners GP having performed in all material respects all obligations required to be performed by each of them under the merger agreement; and • the receipt by XXXXX of an officer’s certificate signed on behalf of ONEOK Partners and ONEOK Partners GP by an executive officer of ONEOK Partners GP certifying that the preceding conditions have been satisfied. The obligation of ONEOK Partners to effect the merger is subject to the satisfaction or waiver of the following additional conditions: • the representations and warranties in the merger agreement of ONEOK being true and correct as of January 31, 2017 and as of the closing date of the merger, subject to certain standards, including materiality and material adverse effect qualifications, as described “The Merger Agreement— Conditions to Completion of the Merger”; • ONEOK and Xxxxxx Sub having performed in all material respects all obligations required to be performed by each of them under the merger agreement; and • the receipt by ONEOK Partners of an officer’s certificate signed on behalf of ONEOK by an executive officer of ONEOK certifying that the preceding conditions have been satisfied.

Conditions to Completion of the Merger. ONEOK The respective obligations of each of Ventas and ONEOK Partners may not complete New Senior to effect the merger unless each Merger are subject to the satisfaction or waiver by Ventas and New Senior in writing, at or prior to the closing, of the following conditions is satisfied or waivedconditions: • New Senior obtaining the merger agreement must have been approved by required vote of its stockholders to adopt the affirmative vote or consent of holders of a majority of the outstanding ONEOK Partners common units and Class B units, voting together as a single class, at the ONEOK Partners special meeting (the “ONEOK Partners unitholder approval”)Merger Agreement; • the ONEOK stock issuance must have been approved by the affirmative vote of holders of a majority of the shares of ONEOK common stock voted at the ONEOK special meeting (the “ONEOK shareholder approval”); • no law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any governmental authority (each a “restraint”) is in effect enjoining, restraining, preventing or prohibiting the completion of the transactions contemplated by the merger agreement or making the completion of the transactions contemplated by the merger agreement illegal; • the registration statement of which this joint proxy statement/prospectus forms a part must have been declared effective under the Securities Act and no stop order suspending the effectiveness of the registration statement will have been issued and no proceedings for that purpose will have been initiated or threatened by the SEC; • the ONEOK common stock deliverable to the ONEOK Partners common unitholders as contemplated by the merger agreement must have been approved approval for listing on the NYSENYSE of shares of Ventas Common Stock to be issued in connection with the Merger, subject to official notice of issuance; • the SEC having declared effective the registration statement of which this proxy statement/ prospectus forms a part, and the registration statement not being the subject of any stop order or proceedings seeking a stop order; • ONEOK has received an opinion the absence of counsel any temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger; and‌ • the absence of any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the effect that Merger, by any governmental entity of competent jurisdiction which makes the merger should not be treated as a transaction governed by Section 351(a) consummation of the Internal Revenue Code Merger illegal. In addition, the obligation of 1986, as amended (the “Code”). The obligations of ONEOK Ventas and Merger Sub to effect the merger are Merger is subject to the satisfaction or waiver by Ventas in writing, at or prior to the closing, of the following additional conditions: • the representations and warranties in the merger agreement of ONEOK Partners and ONEOK Partners GP New Senior being true and correct as of January 31, 2017 to the extent and as of the closing date of dates specified in the merger, subject to certain standardsMerger Agreement, including materiality and that there have been no changes, effects, developments, circumstances, conditions, states of facts, events or occurrences since March 31, 2021 which have had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect qualifications, as described “The Merger Agreement—Conditions with respect to Completion of the Merger”New Senior; • ONEOK Partners and ONEOK Partners GP New Senior having performed in all material respects all of the obligations required to be performed by each of them it under the merger agreementMerger Agreement at or prior to the closing; • the receipt by Xxxxxx of a certificate signed on behalf of New Senior by the chief executive officer or the executive vice president of finance and accounting of New Senior, certifying that the conditions set forth in the two immediately preceding bullets have been satisfied; and • the receipt by XXXXX Xxxxxx of an officeropinion of REIT counsel to New Senior, in form and substance reasonably satisfactory to Ventas, to the effect that at all times commencing with New Senior’s certificate signed on behalf taxable year ended December 31, 2014 and through the closing date, New Senior has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of ONEOK Partners operation has enabled New Senior to meet, through the Effective Time, the requirements for qualification and ONEOK Partners GP by an executive officer of ONEOK Partners GP certifying that taxation as a REIT under the preceding conditions have been satisfiedCode. The obligation of ONEOK Partners New Senior to effect the merger Merger is subject to the satisfaction or waiver by New Senior in writing, at or prior to the closing, of the following additional conditions: • the representations and warranties in the merger agreement of ONEOK Ventas being true and correct as of January 31, 2017 to the extent and as of the closing date of dates specified in the merger, subject to certain standardsMerger Agreement, including materiality and that there have been no changes, effects, developments, circumstances, conditions, states of facts, events or occurrences since March 31, 2021 which have had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect qualifications, as described “The Merger Agreement— Conditions with respect to Completion of the Merger”Ventas; • ONEOK Ventas and Xxxxxx Sub having performed in all material respects all of the obligations required to be performed by each of them under the merger agreementMerger Agreement at or prior to the closing; • the receipt by New Senior of a certificate signed on behalf of Ventas by the chief executive officer or chief financial officer of Ventas, certifying that the conditions set forth in the two immediately preceding bullets have been satisfied; • the receipt by New Senior of an opinion from counsel to New Senior to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code; and • the receipt by ONEOK Partners New Senior of an officeropinion from REIT counsel to Ventas, in form and substance reasonably satisfactory to New Senior, to the effect that, at all times commencing with Xxxxxx’s certificate signed taxable year ended December 31, 2017 and through the closing date, Ventas has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its actual method of operation has enabled Ventas to meet, through the Effective Time, the requirements for qualification and taxation as a REIT under the Code. Fees and Expenses Other than as provided below, all fees and expenses incurred in connection with the Transaction will be paid by the party incurring those expenses, whether or not the Merger is completed. However, each party will share equally the expenses incurred in connection with filing, printing and mailing of this proxy statement/ prospectus and the registration statement on behalf Form S-4 of ONEOK which this proxy statement/prospectus forms a part and in connection with any filings required under the laws governing antitrust or merger control matters related to the transactions contemplated by an executive officer of ONEOK certifying that the preceding conditions have been satisfiedMerger Agreement.

Conditions to Completion of the Merger. ONEOK and ONEOK Partners may not complete Each party’s obligations to effect the merger unless each are subject to the satisfaction (or waiver, if permissible under applicable law) on or prior to the Closing Date of the following conditions is satisfied or waivedcertain conditions, including: • approval of the merger agreement must have been approved by the affirmative vote or consent of holders of a majority of the outstanding ONEOK Partners common units and Class B units, voting together as a single class, at the ONEOK Partners special meeting (the “ONEOK Partners unitholder approval”); • the ONEOK stock issuance must have been approved by the affirmative vote of holders of at least a majority of the voting power of outstanding shares of ONEOK common stock voted at the ONEOK special meeting (the “ONEOK shareholder approval”)MBI Common Stock entitled to vote thereon; • no law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any governmental authority all waiting periods (each a “restraint”and extensions thereof) is in effect enjoining, restraining, preventing or prohibiting the completion of applicable to the transactions contemplated by the merger agreement under the HSR Act shall have expired or been terminated; • no governmental entity of competent jurisdiction in any jurisdiction reasonably expected to have a material nexus to the current operations of either MBI or BIOX shall have (i) enacted, issued or promulgated any applicable law that is in effect as of immediately prior to the effective time of the merger and has the effect of making the completion merger illegal in any such jurisdiction or which has the effect of prohibiting or otherwise preventing the consummation of the transactions contemplated by merger in any such jurisdiction or (ii) issued or granted any order (whether temporary, preliminary or permanent) that is in effect as of immediately prior to the effective time and has the effect of making the merger agreement illegalillegal in any such jurisdiction or which has the effect of prohibiting or otherwise preventing the consummation of the merger in any such jurisdiction; • the registration statement of which this joint proxy statement/prospectus forms a part must shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the such registration statement will have been issued shall be in effect and no proceedings for that such purpose will have been initiated shall be pending before or threatened by the SEC; • the ONEOK common stock deliverable BIOX Ordinary Shares to the ONEOK Partners common unitholders as contemplated by be issued in the merger agreement must shall have been approved for listing on the NYSENasdaq, subject to official notice of issuance; and • ONEOK has received an opinion the accuracy of counsel to the effect that the merger should not be treated as a transaction governed by Section 351(a) of the Internal Revenue Code of 1986, as amended (the “Code”). The obligations of ONEOK and Merger Sub to effect the merger are subject to the satisfaction or waiver of the following additional conditions: • the representations and warranties of the other party contained in the merger agreement, generally as of the Closing Date, subject to the materiality standards provided in the merger agreement (and the receipt by each party of ONEOK Partners and ONEOK Partners GP being true and correct as of January 31, 2017 and as a certificate signed on behalf of the closing date of the merger, subject other party by an executive officer to certain standards, including materiality and material adverse effect qualifications, as described “The Merger Agreement—Conditions to Completion of the Merger”such effect); • ONEOK Partners and ONEOK Partners GP having performed the performance by the other party in all material respects all obligations of the covenants and agreements required to be performed by each of them it under the merger agreement; agreement at or prior to the Closing Date (and • the receipt by XXXXX each party of an officer’s a certificate signed on behalf of ONEOK Partners and ONEOK Partners GP the other party by an executive officer of ONEOK Partners GP certifying that to such effect); • since the preceding conditions have been satisfied. The obligation of ONEOK Partners to effect the merger is subject to the satisfaction or waiver of the following additional conditions: • the representations and warranties in the merger agreement of ONEOK being true and correct as of January 31, 2017 and as of the closing date of the mergermerger agreement, subject to certain standards, including materiality and there not having occurred any material adverse effect qualifications, (with such term as described under the section entitled “The Merger AgreementAgreement — Conditions Material Adverse Effect”) with respect to Completion of the Merger”; • ONEOK either BIOX or MBI (and Xxxxxx Sub having performed in all material respects all obligations required to be performed by each of them under the merger agreement; and • the receipt by ONEOK Partners each party of an officer’s a certificate signed on behalf of ONEOK the other party by an executive officer to such effect); and • the delivery by MBI of ONEOK certifying an executed certification that shares of MBI Common Stock are not “U.S. real property interests” in accordance with the preceding conditions have been satisfiedTreasury Regulations under Sections 897 and 1445 of the Code, together with a notice to the IRS in accordance with the provisions of Section 1.897-2(h)(2) of the Treasury Regulations.

Conditions to Completion of the Merger. ONEOK and ONEOK Partners may not complete the merger unless each of the following conditions is satisfied or waived: • the merger agreement must have been approved by the affirmative vote or consent of holders of a majority of the outstanding ONEOK Partners common units and Class B units, voting together as a single class, at the ONEOK Partners special meeting (the “ONEOK Partners unitholder approval”); • the ONEOK stock issuance must have been approved by the affirmative vote of holders of a majority of the shares of ONEOK common stock voted at the ONEOK special meeting (the “ONEOK shareholder approval”); • no law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any governmental authority (each a “restraint”) is in effect enjoining, restraining, preventing or prohibiting the completion of the transactions contemplated by the merger agreement or making the completion of the transactions contemplated by the merger agreement illegal; • the registration statement of which this joint proxy statement/prospectus forms a part must have been declared effective under the Securities Act and no stop order suspending the effectiveness of the registration statement will have been issued and no proceedings for that purpose will have been initiated or threatened by the SEC; • the ONEOK common stock deliverable to the ONEOK Partners common unitholders as contemplated by the merger agreement must have been approved for listing on the NYSE, subject to official notice of issuance; and • ONEOK has received an opinion of counsel to the effect that the merger should not be treated as a transaction governed by Section 351(a) of the Internal Revenue Code of 1986, as amended (the “Code”). The obligations of ONEOK Meta and Merger Sub Crestmark to effect complete the merger are subject to the satisfaction or waiver of certain conditions, including the following additional conditionsfollowing: • the merger agreement and the merger must be approved by the requisite vote of Crestmark shareholders; • the merger agreement must be adopted, and the merger and the other transactions contemplated by the merger agreement, including the issuance of shares of Meta common stock must be approved, by the requisite vote of holders of Meta common stock; • all requisite regulatory approvals must be obtained and in full force, and all statutory waiting periods in respect thereof must have terminated; • all other approvals or consents must be obtained, in full force and all statutory waiting periods in respect thereof must have terminated, except for those which will not result in a material adverse effect on Meta; • there must be no government action or other legal restraint or prohibition preventing completion of the merger or the other transactions contemplated by the merger agreement; and • the Meta common stock that is to be issued in the merger must be approved for listing on the NASDAQ Global Select Market, and the registration statement filed with the SEC, of which this joint proxy statement/prospectus is a part, must be effective. The obligation of Crestmark to complete the merger is subject to the satisfaction or waiver of certain conditions, including the following: • each of the representations and warranties of Meta contained in the merger agreement of ONEOK Partners and ONEOK Partners GP being must be true and correct in all material respects as of January 31, 2017 the date of the merger agreement and as of the closing date of the merger, subject to certain standards, including materiality and material adverse effect qualifications, as described “The Merger Agreement—Conditions to Completion of the Merger”; • ONEOK Partners and ONEOK Partners GP having Meta must have performed in all material respects all obligations and complied with all agreements and covenants required to be performed by each of them it under the merger agreement in all material respects; • since the date of the merger agreement, no condition, event, fact, circumstance or other occurrence will have occurred which has had or is reasonably expected to have a material adverse effect on Meta, as the surviving entity; • the bank merger agreement must have been executed and delivered by Meta; • receipt of a legal opinion from Dickinson Wright PLLC, dated as of the closing date of the merger, that, on the basis of facts, representations and assumptions set forth in the opinion, the merger will be treated as a tax-free reorganization under federal tax laws; and • the receipt by XXXXX board of an officer’s certificate signed on behalf directors of ONEOK Partners each of Meta and ONEOK Partners GP by an executive officer MetaBank must have approved the merger agreement, including the merger and the other transactions contemplated thereby, and the board of ONEOK Partners GP certifying that directors of Meta shall not have adversely withheld, withdrawn or modified the preceding conditions have been satisfiedrecommendation to Meta stockholders to approve the merger proposal with Crestmark. The In addition, the obligation of ONEOK Partners Meta to effect complete the merger is subject to the satisfaction or waiver of certain conditions, including the following additional conditionsfollowing: • each of the representations and warranties of Crestmark contained in the merger agreement of ONEOK being must be true and correct in all material respects as of January 31, 2017 the date of the merger agreement and as of the closing date of the merger, subject to certain standards, including materiality merger and material adverse effect qualifications, as described “The Merger Agreement— Conditions to Completion of the Merger”; • ONEOK and Xxxxxx Sub having Crestmark must have performed in all material respects all obligations and complied with all agreements and covenants required to be performed by it under the merger agreement in all material respects; • the bank merger agreement must have been executed and delivered by Crestmark; • the board of directors of Crestmark and Crestmark Bank must have approved the merger agreement, including the merger and the other transactions contemplated thereby, and the board of directors of Crestmark shall not have adversely withheld, withdrawn or modified the recommendation to Crestmark’s shareholders to approve the merger proposal with Meta; • since the date of the merger agreement, no condition, event, fact, circumstance or other occurrence will have occurred which has had or is reasonably expected to have a material adverse effect on Crestmark or Meta as the surviving entity; • the employment agreement between Meta and Michael Goik must be in full force and effect as of the consummation of the merger; • Meta must have received an executed option cancellation letter from each holder of them a Crestmark stock option; • Meta must have received resignations of each officer, director or manager of Crestmark and its subsidiaries effective as of the consummation of the merger; • Crestmark must have delivered an affidavit of an officer of Crestmark and Crestmark Bank pursuant to Section 1445(b)(3) of the Code that Crestmark and Crestmark Bank are not U.S. real property holding companies; • receipt of a legal opinion from Katten Muchin Rosenman LLP, dated as of the date the merger is completed, that, on the basis of facts, representations and assumptions set forth in the opinion, the merger will be treated as a tax-free reorganization under federal tax laws; • Crestmark must have delivered to Meta evidence of satisfaction of any corrective actions; • Meta must have received the report from BDO USA LLP regarding the valuation of certain restrictive covenants for purposes of Section 280G of the Code; • Meta stockholders must have approved an amendment to Meta’s certificate of incorporation to increase the authorized number of shares of Meta common stock; • Crestmark’s adjusted tangible common equity, as defined in the merger agreement, must be greater than or equal to $97.0 million; • Crestmark must have delivered to Meta Crestmark’s 2017 audited financial statements; and • Meta must have received (i) resolutions of Crestmark’s board of directors terminating Crestmark’s employee benefit plans, and (ii) other specified evidence of employee benefit plan compliance. Where the law permits, either of Meta or Crestmark could choose to waive a condition to its obligation to complete the merger even when that condition has not been satisfied. We cannot be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed. Termination of the Merger Agreement The merger agreement may be terminated prior to the closing, before or after approval by Meta stockholders or Crestmark shareholders, for various reasons, including by: • mutual consent of Meta and Crestmark; • either party if any requisite regulatory approvals are not obtained or if the consummation of the merger has been enjoined or prohibited by any governmental regulatory authority; • either party if Meta stockholders do not approve the merger agreement or the share issuance, or if Crestmark shareholders do not approve the merger agreement; • a party who is not in material breach of the merger agreement if the other party (1) materially breaches any covenants or undertakings contained in the merger agreement or (2) materially breaches any representations or warranties contained in the merger agreement, in each case, subject to cure provisions set forth in the merger agreement; • either party if the merger has not occurred on or before June 30, 2018, as shall be automatically extended for two months in order to obtain regulatory approvals if such regulatory approvals have not obtained as of such date, unless the failure to complete the merger by such date is due to the material breach of the merger agreement by the party seeking to terminate; • Meta, if the board of directors of Crestmark (1) materially breaches its non-solicitation obligations provided in the merger agreement, (2) fails to recommend, or withdraws its previous recommendation, that Crestmark shareholders approve the merger and the merger agreement, (3) recommends, proposes or publicly announces its intention to recommend or propose to engage in an acquisition transaction with any person other than Meta, (4) fails to convene the Crestmark special meeting, (5) fails to publicly recommend against an alternative acquisition proposal within five business days after being asked to do so by Meta, or (6) fails to publicly reconfirm its recommendation that Crestmark shareholders approve the merger or the merger agreement within five business days after being asked to do so by Meta; or • Crestmark, if the board of directors of Meta materially breaches its obligations to call, give notice of and commence the Meta special meeting. If the merger agreement is terminated, it will become void and have no effect and the parties will be relieved of all obligations and liabilities, except that (i) certain specified provisions of the merger agreement will survive and (ii) if the merger agreement is terminated because of a material breach of a representation, warranty, covenant or agreement, the breaching party will not be relieved of liability for any breach giving rise to the termination; provided, however, if either party is required by the terms of the merger agreement, and does pay, the termination fee described below, then such party will have no further obligations under the merger agreement; . Crestmark will be required to pay a termination fee to Meta equal to $10.0 million, in the following circumstances: • Meta terminates the merger agreement because Crestmark (1) materially breaches its non-solicitation obligations provided in the merger agreement, subject to a five-day cure period, (2) fails to recommend, or withdraws its previous recommendation, that Crestmark shareholders approve the merger and • the receipt by ONEOK Partners of merger agreement, (3) recommends, proposes or publicly announces its intention to recommend or propose to engage in an officer’s certificate signed on behalf of ONEOK by an executive officer of ONEOK certifying that the preceding conditions have been satisfied.acquisition transaction with any person other than Meta,

Conditions to Completion of the Merger. ONEOK and ONEOK Partners may not The parties expect to complete the merger unless each after all of the following conditions is to the merger in the merger agreement are satisfied or waived: • , including after the merger agreement must have has been approved adopted by the affirmative vote stockholders of Noble Energy. The parties currently expect to complete the transaction early in the fourth quarter of 2020. However, it is possible that factors outside of each company’s control could require them to complete the transaction at a later time or consent of holders of a majority not to complete it at all. In addition to the approval of the outstanding ONEOK Partners common units merger proposal by Noble Energy stockholders and Class B units, voting together as a single class, at the ONEOK Partners special meeting (the “ONEOK Partners unitholder approval”); • the ONEOK stock issuance must have been approved by the affirmative vote approval of holders of a majority of the shares of ONEOK common stock voted at the ONEOK special meeting (the “ONEOK shareholder approval”); • no lawCEMAC, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any governmental authority (each a “restraint”) is in effect enjoining, restraining, preventing or prohibiting the completion of the transactions contemplated by party’s obligation to complete the merger agreement or making is also subject to the completion of satisfaction (or, to the transactions contemplated extent permitted by law and in accordance with the merger agreement illegal; • agreement, waiver) of other conditions, including: the effectiveness of the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part must have been declared effective under (and the Securities Act and no absence of any stop order suspending the effectiveness of the registration statement will have been issued and no proceedings for that purpose will have been initiated or threatened by the SEC; • ), approval of the ONEOK common stock deliverable to the ONEOK Partners common unitholders as contemplated by the merger agreement must have been approved for listing on the NYSE, subject to official notice of issuance; and • ONEOK has received an opinion of counsel to the effect that the merger should not be treated as a transaction governed by Section 351(a) NYSE of the Internal Revenue Code Chevron common stock to be issued in the merger, the absence of 1986, as amended (the “Code”). The obligations of ONEOK and Merger Sub to effect the merger are subject to the satisfaction any legal or waiver regulatory prohibition on completion of the following additional conditions: • merger, the accuracy of the representations and warranties of the other party under the merger agreement (subject to the materiality standards set forth in the merger agreement), the performance by the other party of its respective obligations under the merger agreement in all material respects and delivery of ONEOK Partners and ONEOK Partners GP being true and correct as of January 31, 2017 and as an officer’s certificate by the other party certifying satisfaction of the closing date two preceding conditions. Neither Chevron nor Noble Energy can be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the merger, subject to certain standards, including materiality and material adverse effect qualifications, as described see “The Merger Agreement—Conditions to Completion of the Merger”; • ONEOK Partners and ONEOK Partners GP having performed in all material respects all obligations required to be performed by each ” beginning on page 117. Treatment of them under the merger agreement; and • the receipt by XXXXX of an officer’s certificate signed on behalf of ONEOK Partners and ONEOK Partners GP by an executive officer of ONEOK Partners GP certifying that the preceding conditions have been satisfied. The obligation of ONEOK Partners to effect the merger is subject to the satisfaction or waiver of the following additional conditions: • the representations and warranties in the merger agreement of ONEOK being true and correct as of January 31, 2017 and as of the closing date of Existing Debt Following the merger, subject Chevron currently expects to certain standardsleave outstanding approximately $5.9 billion aggregate principal amount of Noble Energy’s outstanding long-term debt, including materiality and material adverse effect qualificationsexcluding finance lease obligations, as described well as approximately $1.6 billion aggregate principal amount of Noble Midstream’s outstanding long-term debt, excluding finance lease obligations. For more information regarding the treatment of existing debt, see “The Merger Agreement— Conditions to Completion Merger—Treatment of the Merger”; • ONEOK and Xxxxxx Sub having performed in all material respects all obligations required to be performed by each of them under the merger agreement; and • the receipt by ONEOK Partners of an officer’s certificate signed Existing Debt” beginning on behalf of ONEOK by an executive officer of ONEOK certifying that the preceding conditions have been satisfiedpage 91.